Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

On January 23, 2013, the Board of Directors (the “Board”) of N-Viro International Corporation (the “Company”) received a letter dated January 22, 2013 (the “Letter”) from LeviKorsinsky LLP, a New York City based law firm, on behalf of a stockholder of the Company. The Letter alleges that certain option grants to certain of the Company’s executive officers in 2010 and 2011 exceeded amounts authorized under the Company’s option plans then in effect, and demands the Board investigate these claims, and if correct, that the option grants be rescinded and the Company consider adopting certain unspecified corporate governance measures.

The Company and the Board are investigating this claim and will respond to the Letter when the investigation is complete.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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